Lifepoint Health, Inc. Announces Early Results of Tender Offer and Consent Solicitation for its 6.750% Senior Secured Notes due 2025
Lifepoint Health, Inc. (the "Company") today announced early results with respect to its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 6.750% Senior Secured Notes due 2025 (the "Notes") and related consent solicitation (the "Consent Solicitation").
As of 5:00 p.m., New York City time, on August 11, 2023, the early tender deadline with respect to the Tender Offer and Consent Solicitation (the "Early Tender Time"), the Company has been advised by Global Bondholder Services Corporation ("GBSC"), Information Agent and Depositary for the Tender Offer and Consent Solicitation, that $568,552,000 (representing approximately 94.76%) of the aggregate principal amount of the Notes have been validly tendered and not withdrawn in the Tender Offer, and corresponding consents have been delivered in the Consent Solicitation. The Company solicited consents from holders of the Notes to proposed amendments to the indenture and related documents governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes, release the collateral securing the Notes (the "Collateral Release") and shorten the required notice period for redemptions of the Notes from 30 days to two business days (collectively, the "Proposed Amendments"). As of the Early Tender Time, the Company has received consents to the Collateral Release from holders of at least 66.67% in aggregate principal amount of the outstanding Notes and consents from holders of a majority in aggregate principal amount of the outstanding Notes to the other Proposed Amendments. As a result, the Company and the trustee under the indenture governing the Notes will enter into a supplemental indenture substantially concurrently with the Early Settlement Date (as defined below) to effect the Proposed Amendments. The Proposed Amendments therein will not become operative until the Company notifies the trustee and GBSC that Notes representing the requisite consents have been accepted for purchase.
Subject to the terms and conditions of the Tender Offer and Consent Solicitation, the Company expects to accept for purchase all Notes validly tendered and not validly withdrawn prior to the Early Tender Time, with the settlement date for such purchase expected to occur on or about August 14, 2023 (the "Early Settlement Date"). On the Early Settlement Date, the Company expects to deliver a notice of redemption to redeem any Notes that remain outstanding after such Early Settlement Date. If the Proposed Amendments become operative, the redemption date will be two business days after the Early Settlement Date.
The Tender Offer and Consent Solicitation are subject to the terms and conditions set forth in the offer to purchase and consent solicitation statement, dated July 31, 2023, relating thereto (the "Statement"). Holders of the Notes are urged to carefully read the Statement before making any decision with respect to the Tender Offer and Consent Solicitation.
The Notes and other information relating to the Tender Offer and Consent Solicitation are listed in the table below. The Statement more fully sets forth the terms of the Tender Offer and Consent Solicitation.
Title of Security |
CUSIP
|
|
Principal
|
|
Tender Offer
|
|
Consent and
|
|
Total
|
|
6.750% Senior
|
|
53219LAT6 /
|
|
$600,000,000 |
|
$987.50 |
|
$30.00 |
|
$1,017.50 |
|
|
(1) |
CUSIP information is provided for the convenience of noteholders. No representation is made as to the correctness or accuracy of such numbers. |
(2) |
Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Consideration or Tender Offer Consideration, as applicable. |
(3) |
Includes the Consent and Early Tender Payment. |
Holders who validly tendered their Notes and delivered their consents to the Proposed Amendments prior to Early Tender Time are eligible to receive the Total Consideration of $1,017.50 per $1,000 principal amount of Notes tendered, which includes a Consent and Early Tender Payment of $30.00 per $1,000 principal amount of Notes tendered. Holders whose Notes are accepted for purchase on the Early Settlement Date will receive accrued and unpaid interest from the last interest payment date to, but not including, the Early Settlement Date.
The Tender Offer and Consent Solicitation are conditioned upon the satisfaction of certain conditions, including the closing of an offering of new notes on terms and in an aggregate principal amount satisfactory to the Company, which is expected to occur on August 14, 2023.
Citigroup Global Markets Inc. ("Citi") and Barclays Capital Inc. ("Barclays") are acting as dealer managers and solicitation agents (the "Dealer Managers") for the Tender Offer and Consent Solicitation. GBSC is acting as the Information Agent and the Depositary for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer should be directed to Citi at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), or Barclays at (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or 855-654-2014 (for all others).
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase the Notes. The Tender Offer and Consent Solicitation are being made solely pursuant to the Statement. Neither this press release nor anything contained herein shall constitute a notice of redemption with respect to the Notes. The Tender Offer and Consent Solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
None of the Company or its affiliates, the Dealer Managers, the Information Agent, the Depositary or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Lifepoint Health
Lifepoint Health is a leading healthcare provider that serves patients, clinicians, communities and partner organizations across the healthcare continuum. Driven by a mission of making communities healthier®, the company has a growing diversified healthcare delivery network comprised of more than 50,000 dedicated employees, 62 community hospital campuses, more than 50 rehabilitation and behavioral health hospitals and more than 200 additional sites of care, including managed acute rehabilitation units, outpatient centers and post-acute care facilities.
Forward-Looking Statements:
This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as "may," "might," "will," "would," "should," "could" or the negatives thereof. Generally, the words "anticipate," "believe," "continue," "expect," "intend," "estimate, "project," "plan" and similar expressions identify forward-looking statements. In particular, statements about the Company's expectations, beliefs, plans, objectives, assumptions or future events or performance contained elsewhere in this press release are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning the financing transactions discussed in this press release as well as the Company's intention to deliver a notice of redemption with respect to the Notes. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause its actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments. Statements in this press release are made as of the date hereof. New factors emerge from time to time that could cause actual results to differ, and it is not possible to predict all such factors.
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